Representations and Warranties of Xx. Xxxx Sample Clauses

Representations and Warranties of Xx. Xxxx. XX XXXX represents and warrants to Manager as of the date hereof and as of the Buyout Closing Date, as follows:
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Representations and Warranties of Xx. Xxxx. Xx. Xxxx represents and warrants to the Company that this Agreement, and that this Agreement, once executed and delivered, will upon the Effective Date be a valid and binding agreement of Xx. Xxxx enforceable against Xx. Xxxx in accordance with its terms. In addition, Xx. Xxxx represents and warrants to the Company that he: (a) acknowledges and understands that an investment in the A Shares represents a speculative investment involving a high degree of risk; (b) is acquiring the A Shares for its own account and not for resale and can bear the economic risk of an investment in the A Shares for an indefinite period of time; (c) acknowledges and understands that the issuance to him of the A Shares will not be registered under the Securities Act of 1933, as amended (the “Act”), or any state securities laws and, as a result, certificates representing the A Shares and the shares of Common Stock issuable upon the conversion of the A Shares (the “Conversion Shares”), will contain a legend, substantially stating that they have not been registered under the Act or any State securities laws, and that neither the Conversion Shares nor the A Shares (collectively, the “Securities”) may be transferred in the absence of either (i) an opinion of counsel satisfactory to the Company that such proposed transfer may be made lawfully without the registration under the Act and applicable state securities laws, or (ii) registration of such Securities with respect to the subject transfer; (d) is an “accredited investor,” as that term is defined in Rule 501(a) under the Act; (e) acknowledges and understands that the Company will rely on DCI’s representations and warranties contained herein for purposes of claiming an exemption from the registration requirements under the Act and state securities laws; and (f) has reviewed and fully understands the Certificate of Designations.
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Representations and Warranties of Xx. Xxxx. Xx. Xxxx hereby represents and warrants to the Company that the following representations and warranties are, as of the date hereof, and will be, as of the Closing Date, true and correct:
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Representations and Warranties of Xx. Xxxx. Xx. Xxxx represents and warrants to Xx. Xxxxxxxxxx as follows and acknowledges that Xx. Xxxxxxxxxx is relying upon these representations and warranties in entering into this Agreement: a. Xx. Xxxx has provided Xx. Xxxxxxxxxx with a complete and accurate ledger of all outstanding debt of the Company (the "Debt Ledger"). To Xx. Xxxx’x knowledge, the Debt Ledger has been prepared in a manner that accurately reports all debt obligations of the Company and identifies all creditors of the Company. b. Xx. Xxxx has the necessary power, authority, and right to enter into this Agreement and the Transaction Documents, to carry out all obligations hereunder and thereunder, and to consummate the transactions contemplated hereby and thereby. c. Xx. Xxxx has not entered into any other contract, commitment, option, or any other agreement of any kind whatsoever with any other person that would prevent him from fully complying with this Agreement or the Transaction Documents. d. The execution and delivery of this Agreement and the Transaction Documents, the performance by Xx. Xxxx of his obligations hereunder and thereunder, and the consummation by Xx. Xxxx of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate and/or board action of the Company. e. This Agreement and the Transaction Documents constitute legal, valid, and binding obligations of Xx. Xxxx enforceable against Xx. Xxxx in accordance with their respective terms. f. To Xx. Xxxx’x knowledge, the execution, delivery, and performance by Xx. Xxxx of this Agreement and the Transaction Documents, and the consummation of the transactions contemplated hereby and thereby, do not and will not: (1) violate or conflict with any provision of the certificate of formation, bylaws, or other governing documents of the Company; (2) violate or conflict with any provision of any statute, law, ordinance, regulation, rule, code, constitution, treaty, common law, other requirement, or rule of law of any governmental authority or any order, writ, judgment, injunction, decree, stipulation, determination, penalty, or award entered by or with any governmental authority applicable to Xx. Xxxx or the Company; (3) require the consent, notice, declaration, or filing with or other action by any individual, corporation, partnership, joint venture, limited liability company, governmental authority, unincorporated organization, trust, association, or other entity or require any permit, license, or ...
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Related to Representations and Warranties of Xx. Xxxx

  • Representations and Warranties of XXXX XXXX hereby represents and warrants to the Seller and the Servicer as of the Initial Closing Date and each Subsequent Closing Date:

  • Representations and Warranties of Xxxxx Xxxxx represents and warrants to Spruce that, as of the Effective Date: (a) it has the full right, power and authority to enter into this Agreement, to grant the rights and licenses granted under Articles 2 and 3, and its execution of this Agreement, the fulfillment of its obligations and performance of its activities hereunder do not conflict with, violate, or breach or constitute a default under any material contractual obligation or court or administrative order by which Lilly is bound; (b) to the knowledge of Lilly, there are no legal claims, judgments or settlements against or owed by Lilly or any of its Affiliates, threatened or pending legal claims or litigation, in each case relating to the Licensed Patents; (c) all necessary consents, approvals and authorizations of all government authorities and other persons required to be obtained by Lilly as of the Effective Date in connection with the execution, delivery and performance of this Agreement have been obtained; (d) it is the owner or exclusive licensee of or otherwise Controls the right, title and interest in and to the Licensed Patents and related Licensed Know-How, and has the right to grant to Spruce the licenses that it purports to grant hereunder and has not granted any Third Party rights that would interfere or be inconsistent with Spruce’s rights hereunder; (e) the Licensed Patents and Licensed Know-How are not subject to any existing royalty or other payment obligations to any Third Party; (f) it has disclosed to Spruce a complete and accurate record of all material information and data relating to the results of all pre-clinical and clinical studies on Licensed Products or the Licensed Compound, conducted by or on behalf of Lilly or any of its Affiliates or otherwise known to Lilly, including, without limitation, the status and interim results of all ongoing clinical and preclinical studies, and the clinical development and Regulatory Application and Regulatory Approval activities undertaken to date, and all such information and data is complete and accurate in all material respects; (g) neither it nor any of its Affiliates has been debarred or is subject to debarment; (h) it has the authority to bind its Affiliates to the terms of this Agreement, as applicable, and to grant the rights and licenses granted on behalf of its Affiliates as set forth herein; (i) all documents required to be filed and all payments required to be made in order to prosecute and maintain each Patent in the Licensed Patents have been filed or made, as the case may be, in a timely manner, and no action has been taken that would constitute waiver, abandonment or any similar relinquishment of such rights; (j) the Licensed Patents constitute all Patents owned by or licensed to Lilly or any of its Affiliates that contain one or more claims covering any Licensed Product or Licensed Compound, or the composition of matter, method of use or manufacture thereof; (k) neither Lilly nor any of its Affiliates is or has been a party to any agreement with any U.S. Governmental Authority pursuant to which any U.S. Governmental Authority provided funding for the Development of any Licensed Compound or any Licensed Product, and the inventions claimed or covered by the Existing Patents are not a “subject invention” as that term is described in 35 U.S.C. Section 201(f); and (l) neither Lilly nor any of its Affiliates, nor any of its or their respective officers, employees, or agents has made an untrue statement of material fact or fraudulent statement to the FDA or any other Regulatory Authority with respect to the Development of any Licensed Compound or Licensed Product, failed to disclose a material fact required to be disclosed to the FDA or any other Regulatory Authority with respect to the Development of any Licensed Compound or any Licensed Product, or committed an act, made a statement, or failed to make a statement with respect to the Development of any Licensed Compound or Licensed Product that could reasonably be expected to provide a basis for the FDA to invoke its policy respecting “Fraud, Untrue Statements of Material Facts, Bribery, and Illegal Gratuities”, set forth in 56 Fed. Reg. 46191 (September 10, 1991) and any amendments thereto or any analogous laws or policies in any other country.

  • REPRESENTATIONS AND WARRANTIES OF XXXXXX Xxxxxx hereby represents and warrants to the Xxxxxx Group that (a) Xxxxxx has the power and authority to enter into this Agreement and the Xxxxxx Assignment and to carry out his obligations hereunder and thereunder, (b) the execution and delivery of this Agreement and the Xxxxxx Assignment by Xxxxxx has been duly authorized by all necessary action on the part of Xxxxxx and no other proceedings on the part of Xxxxxx are necessary to authorize this Agreement or the Xxxxxx Assignment, (c) this Agreement has been duly executed and delivered by Xxxxxx and constitutes a valid and binding obligation of Xxxxxx, and, assuming this Agreement constitutes a valid and binding obligation of the Xxxxxx Group, is enforceable against Xxxxxx in accordance with its terms (subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other laws affecting creditors’ rights generally and general principles of equity), (d) the Xxxxxx Assignment has been duly executed and delivered by Xxxxxx and constitutes a valid and binding obligation of Xxxxxx, and, assuming the Xxxxxx Assignment constitutes a valid and binding obligation of Splitco, is enforceable against Xxxxxx in accordance with its terms (subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other laws affecting creditors’ rights generally and general principles of equity), (e) neither the execution, delivery or performance of this Agreement or the Xxxxxx Assignment by Xxxxxx constitutes a breach or violation of, or conflicts with any provision of any material agreement to which Xxxxxx is a party, and (f) none of such material agreements would impair in any material respect the ability of Xxxxxx to perform his obligations hereunder or thereunder.

  • REPRESENTATIONS AND WARRANTIES OF XXXXXXX Xxxxxxx hereby represents and warrants to the Company as follows:

  • Representations and Warranties of Vendor Vendor represents and warrants that the following shall be true and correct as of the effective date of this Agreement and shall continue to be true and correct during the Term of this Agreement:

  • Representations and Warranties of ALPS ALPS represents and warrants to the Trust that: (a) It is duly organized and existing as a corporation and in good standing under the laws of the State of Colorado. (b) It is empowered under applicable laws and by its Articles of Incorporation and By-laws to enter into and perform this Agreement. (c) All requisite corporate proceedings have been taken to authorize it to enter into and perform this Agreement. (d) It has and will continue to have access to the necessary facilities, equipment and personnel to perform its duties and obligations under this Agreement in accordance with industry standards.

  • Representations and Warranties of Party B Party B hereby represents and warrants on his own behalf to Party A that as of the date of this Agreement: 4.1.1 he has the power and right to sign, deliver, and perform his obligations under this Agreement, and that the said documents shall constitute his legal, valid, and binding obligations enforceable in accordance with their terms; 4.1.2 the execution and delivery of this Agreement or any other contracts, and the performance of his obligations thereunder, will not violate PRC law, breach or result in a default of any contract or instrument to which he is subject, or result in a breach, suspension, or revocation of any grant, license, or approval or result in the imposition of any additional conditions being imposed thereon; and 4.1.3 he is the lawful owner of the Equity Interest held by himself and has not created any Security Interest over such Equity Interest other than the Equity Pledge Agreement.

  • REPRESENTATIONS AND WARRANTIES OF PUBCO As of the Closing, Pubco represents and warrants to Priveco and the Selling Shareholders and acknowledges that Priveco and the Selling Shareholders are relying upon such representations and warranties in connection with the execution, delivery and performance of this Agreement, notwithstanding any investigation made by or on behalf of Priveco or the Selling Shareholders, as follows:

  • REPRESENTATIONS AND WARRANTIES OF SPAC SPAC hereby represents and warrants to each Company Shareholder and the Company during the Exclusivity Period as follows:

  • Representations and Warranties of Party A Party A hereby represents and warrants to Party B that 7.1 it is a limited liability company duly established and validly existing under the laws of China who has separate legal personality, has full and separate legal status and capacity to execute, deliver and perform this Agreement, and can xxx and be sued independently. 7.2 it has full internal power and authority to execute, deliver and perform this Agreement and all other documents relating to the transaction contemplated hereunder and to be executed, and has full power and authority to complete the transaction contemplated hereunder. This Agreement is duly executed and delivered by it, constitutes its legal and binding obligations, and is enforceable against it according to the terms hereof. 7.3 it shall promptly notify Party B of any circumstance that has or may have material adverse effect on Party A’s Business and operation, and use its best effort to prevent the occurrence of such circumstance and/or expansion of loss. 7.4 it shall not dispose of any of its material assets in whatever form or change its existing shareholding structure, without the written consent of Party B. 7.5 it holds all the business licenses and certificates required for its operation when this Agreement becomes effective, and has full right and qualification to operate Party A’s Business currently conducted by it in China. 7.6 At the written request of Party B, it shall use all of its current accounts receivable and/or other assets it legally owns and may dispose of as the security for the payment of the Service Fee specified in Article 3 hereof. 7.7 it shall indemnify Party B and hold Party B harmless from all losses Party B suffers or may suffer from provision of the Services, including but not limited to any losses arising from any litigation, demand, arbitration, or claim by any third party, or any administrative investigation or penalty by any government authority, except for any loss caused by the intentional misconduct or gross negligence of Party B. 7.8 it shall not enter into any other agreement or arrangement that contradicts to this Agreement or may damage Party B’s interest hereunder, without the written consent of Party B.

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